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6.5 Sign Production Services CITY OF SALINA REQL~EST FOR CITY COMMISSION ACTION DATE 02/27/06 TIME 4:00 P.M. AGENDA SECTION NO: ORIGINATING DEPAR-rMENT: APPF~OVED FOR AGEt~DA: 6 ITEM NO. Page 1 ARTS & HUMANITIES BY: John HiÇ)hkin BY~ I 5 ITEM: Award of contract for the Smoky Hill Museum Crossroads of the Hearlland Sign Production Services. BACKGROUND: -rhe Smoky Hill Museum Crossroads of the Hearlland Sign Production Sub-Project is part of the Gallery Remodeling, Project No. 04-1506. -rhe Smoky Hill Museum is owned and operated by the City of Salina under the direction of the Department of Arts and Humanities. -rhis sub-project involves the design, fabrication and installation of a scaled down re-creation of Salina's Union Station ("Your Opportunity") sign for the Crossroads of the Hearlland exhibit. The Smoky Hill fv1useum Staff conducted a Request for Qualifications (RFQ) process for the sign fabricatibn. The RFQ was sent to 12 contractors with a deadline of December 20, 2005. At that time only one proposal was received: from Clarke Design of Lincoln, NE. Staff conducted follow-up phone calls and found that the time of year was problematic and decided to reissue the RFQ. The RFQ was sent to the nine remaining interested contractors with a deadline of January 30, 2006. One other firm, Miracle Si~lns of Wichita, KS, submitted a proposal. Of the two proposals, only Clarke Design provided é111 information requested. This firm, which specializes in museum exhibit fabrication, is also the lower Ibid. Contractor Clarke Design of Lincoln, NE Miracle Signs of Wichita, KS Cost $16,100.00 $24,274.44 FISCAL NOTE: Museum staff has successfully raised private funds for the gallery renovation project. Those funds have been deposited in city accounts and the City Finance Department will administer the funds for the project. RECOMMENDED ACTION Staff recommends the City Commission award a bid for the Smoky Hill Museum Cro~ssroads of the Hearlland Sign Production Sub-Project to Clarke Design at an amount not to exceed $1'6,100. AGREEMENT FOR SIGN FABRICATION SERVICES This AGREEMENT, made on this day of February, 2006 in Salina, Kansas between the City of Salina, Kansas, hereinafter referred to as the "OWNER", and Scott Clarke Design, hereinafter referred to as the "CONTRACTOR". RECIT ALS OWNER wishes to obtain the services of CONTRACTOR for a PROJECT involving the fabrication and installation of a scaled down re-creation of Salina's Union Station sign (hereinafter referred to "SIGN") in the Smoky Hill Museum Crossroads of the Heartland Gallery Renovation Project. CONTRACTOR has negotiated the terms of such an Agreement with OWNER and has agreed to the terms as set forth hereafter. AGREEMENT The parties hereby agree as follows: 1. TERM OF AGREEMENT OWNER hereby retains CONTRACTOR and CONTRACTOR accepts such responsibilities for the development of a PROJECT for fabrication and installation of the SIGN in the exhibit gallery of the Smoky Hill Museum, Salina, Kansas. PROJECT period will commence March 1, 2006 and terminate with installation and completion of the project no later than April 14, 2006. 2. SCOPE OF CONTRACTOR'S SERVICES CONTRACTOR agrees to complete the PROJECT, as specifically set forth: a) Design and fabricate the SIGN. This will include: 1) CONTRACTOR will be responsible for developing a design that fits within the existing Smoky Hill Museum exhibition master plan. 2) Submitting drawings for the SIGN for approval by the Smoky Hill Museum. 3) The SIGN will simulate as close a representation of the original Union Station sign as possible. This includes both sides of the original sign. 2 4) The size of the SIGN will have a overall length no longer than eleven (11) feet, a width no wider than two (2) feet, and will be no higher than five (5) feet. b) Transport and install the SIGN in the exhibit gallery the Smoky Hill Museum. 1) CONTRACTOR will be responsible for transportation of the SIGN to the Smoky Hill Museum. 2) CONTRACTOR will be responsible for all aspects of the installation process, including further on-site fabrication and finish work. 3) SIGN installation will utilize existing support columns. OWNER agrees to provide to CONTRACTOR: a) OWNER will work with the CONTRACTOR to complete the SIGN project, b) providing review, information, and resources as required. OWNER will provide access to the Smoky Hill Museum building during regularly-scheduled hours, or as arranged between CONTRACTOR and c) OWNER. OWNER will handle CONTRACTOR'S requests for information in a timely manner to avoid delays. CONTRACTOR TO COMPLY WITH ALL APPLICABLE LAWS AND OBTAIN ALL APPLICABLE PERMITS In fulfilling its obligation under the Agreement, the CONTRACTOR, their agents and employees shall comply with all Federal, State and City laws, ordinances, regulations and requirements which in any way affect the construction of the 3. PROJECT. 4. PERFORMANCE OF DUTIES CONTRACTOR agrees that he, and any person representing him, shall perform at all times faithfully, industriously, and to the best of their ability, experience, and talents, all of the duties that may be required to complete the project described hereunder and shall devote such time to the performance of such duties as may be necessary. 3 5. CONTRACTOR'S COMPENSATION AND SCHEDULE The OWNER shall pay an amount not to exceed Sixteen thousand, one-hundred dollars ($16,100) for services provided by the CONTRACTOR under this Agreement. OWNER shall pay CONTRACTOR according to the terms and schedule set forth. a) Each check to CONTRACTOR shall be made payable to: Scott Clarke, Clarke Design, 1410 Garfield Street, Lincoln NE 68502. b) OWNER shall make payments to the CONTRACTOR according to the following schedule: An initial payment of $8,050.00 shall be made upon beginning the contracted work. The remaining balance of $8,050.00 shall be made upon successful completion of the project. CONTRACTOR shall make written request for final payment for the remaining balance of this Agreement upon receiving written acknowledgment by OWNER of completion of PROJECT in accordance to the Scope of Contractor's Services as outlined in Section 2. c) d) Final payment shall be subject to OWNER'S review of product workmanship, fabrication and conformance with Scope of Contractor's Services, as included in Section 2. CONTRACTOR'S acceptance of the last payment shall discharge all of OWNER'S payment obligations under this Agreement. OWNER shall not pay CONTRACTOR for work incidental to changes required by CONTRACTOR'S errors or omissions. CONTRACTOR shall be e) f) responsible for additional costs incurred as a result of their own errors or omissions. "Additional costs" means those costs that can be reasonably determined to be in excess of what was approved by the OWNER. 6. CONTRACTOR'S WARRANTIES AND GUARANTEES The CONTRACTOR warrants the PROJECT for the following: a) The PROJECT is the original product of CONTRACTOR'S own creative effo rts . b) The PROJECT is clear of any liens from any source whatsoever. 4 c) CONTRACTOR'S work will continue to be free from faults of material and workmanship for a period of one (1) calendar year after installation. This warranty shall apply only to that work which is entirely that of the CONTRACTOR or of the CONTRACTOR'S agents or employees. If the PROJECT fails to comply with subsection c. the CONTRACTOR, at the CONTRACTOR'S own expense shall remedy the problem to the OWNER'S satisfaction within a reasonable period of time as determined by the OWNER. d) 7. INDEMNIFICATION CLAUSE The CONTRACTOR agrees to indemnify and save harmless the City of Salina, their officials, agents, servants, officers, directors and employees from and against all claims, expenses, demands, judgments and causes of action for personal injury or death or damage to property where, and to the extent that, such claims, expenses, demands, judgment or causes or action arise from the CONTRACTOR'S negligent acts. 8. EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION During the performance of the contract, the CONTRACTOR will not discriminate against any employee or applicant for employment in the performance of said contract and CONTRACTOR shall include similar provisions in all subcontracts under his contract with the OWNER. The CONTRACTOR shall observe all provisions of Sections 13-131; 13-132; 13-133, and 13-134 of the Salina Code. 9. NON-ASSIGNMENT Neither party may assign any of its rights under this Agreement without the prior written consent of the other party. 10. OWNERSHIP OF PROJECT Finished PROJECT shall become the property of the OWNER once it is accepted by the OWNER. Acceptance shall be by formal letter to CONTRACTOR as required in Scope of Contractor's Services, Section 2. 5 11. COPYRIGHT The OWNER acknowledges that the CONTRACTOR is an independent contractor and that the PROJECT is not a work for hire (defined in this Agreement as works produced by employees within the scope of their employment). The OWNER retains copyright on all intellectual content and site specific design for the PROJECT. Except as provided in this Agreement, the CONTRACTOR owns and retains all other copyrights in the PROJECT. The OWNER has no obligation to sue or defend on behalf of the CONTRACTOR to protect CONTRACTOR'S claims. 12. IRREVOCABLE LICENSE TO REPRODUCE FOR NON-COMMERCIAL PURPOSES The CONTRACTOR hereby grants the OWNER, without charge to the OWNER, irrevocable license to make, or cause to be made, photographs and other two-dimensional reproductions of the PROJECT for educational, public relations, tourism, promotional purposes without payment of a royalty to the CONTRACTOR. For the purposes of this Agreement, the following are among those deemed to be permissible reproductions for the above cited purposes: brochures and pamphlets pertaining to the OWNER; reproduction in exhibition catalogues, books, slides, photographs, postcards, posters, and calendars; in museum magazines, museum books and museum and news sections of newspapers; general books and magazines not primarily devoted to museums; slides and film strips; video; computer web sites; and television. 13. DEFAULT AND REMEDIES If the CONTRACTOR willfully or negligently fails to fulfill in a timely and proper manner, or otherwise violates any of the covenants, agreements, or stipulations material to this Agreement, the OWNER shall have the right to give written notice of default to the CONTRACTOR, defining the default(s) and date by which the default(s) must be remedied to avoid termination of this Agreement. The CONTRACTOR shall have thirty (30) calendar days after receipt of the notice to 6 remedy the default(s). Defaults may include, but are not limited to: failure to complete the PROJECT in accordance with the Scope of Contractor's Services in Section 2. 14. TERMINATION a) The OWNER may, at its option, without further notice or demand upon CONTRACTOR, immediately cancel and terminate this Agreement and terminate each, every and all of the rights of CONTRACTOR and of any and all persons claiming by or through CONTRACTOR under this Agreement, if any of the following events occur: 1) At any stage of the work the CONTRACTOR abandons the PROJECT; or b) 2) CONTRACTOR defaults in the performance of the Agreement, as described in Article 13 of this Agreement, and fails to remedy such default within thirty (30) calendar days following the service on the CONTRACTOR of a written notice from the OWNER specifying the default(s) complained of and the date on which its rights will be terminated as provided if such default(s) are not remedied; or 3) CONTRACTOR files a voluntary petition bankruptcy; or 4) CONTRACTOR is adjudicated as bankrupt; or 5) CONTRACTOR makes a general assignment for the benefit of creditors. In the event the OWNER elects to terminate this Agreement, the OWNER shall pay CONTRACTOR the reasonable value of completed portions of work that have been inspected and accepted by OWNER up to the date of termination, but not to exceed the amounts as scheduled in the Agreement. All finished and unfinished products prepared for submission by the CONTRACTOR under this Agreement shall at OWNER'S option become its property. CONTRACTOR shall also completely absolve himself of all credit to PROJECT reproductions, transfer all copyright in PROJECT to OWNER, and grant OWNER with irrevocable license to complete design and fabrication of PROJECT. 7 15. MODIFICA TIONS This agreement represents the entire agreement between the OWNER and CONTRACTOR and supersedes any and all prior negotiations and agreements either written or oral. Modification to this contract may be made by mutual agreement and must be made in writing. IN WITNESS WHEREOF, the parties have executed this Agreement on the date written below. OWNER: CITY OF SALINA, KANSAS CONTRACTOR: CLARKE DESIGN By: By: Jason Gage Scott Clarke Title: City Manager Title: Date: Date: